Ghost-Bound
by Sparkflight206
Summary: Ghostfreak used a different method to try and take over Ben's body. One that made him colder. Darker. Stronger. On hiatus for I don't know how long
1. Possession

"_One wrong move and your precious cousin Gwen is a dead cousin Gwen!_" Ghostfreak hissed from Gwen's mouth, standing on the edge of the stone wall the group were on.

"Leave her out of this, you twisted ghost!" Ben growled at the being possessing his cousin's body. His hands that held the Sun-Ray were shaking.

Ghostfreak was struck by an idea that sent his mind spinning. '_Maybe that will work instead of threatening this child into dropping that blasted weapon._' Said ghost smirked and jumped off the wall and began to walk toward Ben.

"_Since I cannot touch you in your alien forms and if I leave this body, you will undoubtedly try and hit me with that abdominal device in you hands that leaves one option._" Ghostfreak rattled out through Gwen's voice box, slowly advancing.

"Stay back or I'll torch you with Heatblast!" Ben tried to bluff the astral alien that could transcend physical being at will.

"_We both know the Omnitrix must recharge after use and time has run out_."

Gwen seemed to come back into control of her body. The black scleras became white and the dark lines around her changing eyes disappeared as she returned. "Ben what's going on? Don't hurt me." Gwen cried in a scared and fearful voice. Ben lowered the Sun-ray, relived that his cousin had resurfaced.

Ghostfreak struck.

Gwen's left hand lashed out and twisted Ben's right wrist, the hand that held the sun beam gun was rendered immobile. Her other hand reached out and grabbed the back of the boy's head. With her right hand gripping his hair, Ghostfreak-Gwen pulled Ben into a deadly kiss.

A transparent grey mist flowed between their lips as Ghostfreak transfered to Ben's body. As soon as the last of the aliens essence had entered the boy's frame, Gwen collapsed, motionless.

"What... Have... You... Done? What did you do?" Ben gasped, dropping the Sun-Ray and staggering backward. Grabbing his head Ben screamed as an overwhelming pain erupted from within. The same black sclera and dark lines appeared but his iris didn't change yet.

"_More like, what did you do? What have you done Benjamin?" _A rattling voice hissed from inside his head but everyone heard it including Max who was pinned by the Freaks._ "Her death is on your hands. If you hadn't approached the Omnitrix, this wouldn't of happened. None of it would. Your weakness has cost Gwen her life. It should have been you!_"

"Ben don't listen to it. It's not your fault." Max yelled. He struggled but couldn't break free.

"It's my fault. I did this. I should _die!" _The last word was spoken in the voice of Ghostfreak. The spectral being took control as Ben's mind broke and imprisoned him in his own mind.

"Ben no! Stop!" Max shouted. Ghostfreak leapt over the wall and ran off with the Freaks following. Max ran over to his granddaughter and lifted her small form in his arms. There was no heartbeat nor breath.

He sank to his knees and was about to give up when Max heard a faint voice.

"Grandpa?"


	2. Torture

"Grandpa?"

Gwen's voice was weak and shaky. Max hugged her tightly, rejoicing in the fact that she was alive.

"Gwen, are you okay? I thought you were dead." Her grandfather questioned her. Gwen didn't reply and asked, "Where's Ben? Is he... alright?"

Max lowered his head. "You don't remember?"

Gwen fully opened her eyes and looked around. There was no one on the stone wall except them. The Sun-Ray was lying on the walkway and the Circus Freaks were nowhere in sight. She couldn't see her cousin anywhere.

Her eyes widened as the memories of the episode of Ghostfreak possessing her emerged. She watched the vision of her own body being used to manipulate Ben into lowering his guard and allowing Ghostfreak to possess him.

Gwen closed her eyes and sobbed in shame and sadness. She had been too weak to stop Ghostfreak taking her cousin as his own body. It was her fault.

**Ben**

Ben threw himself against the cage the twisted ghoul had imprisoned him in within his own mind.

_"I hope you like your home. I made just for you_." Ghostfreak sneered, swirling into being in the mindscape.

"Let me out of this stupid cage right now you freak." Ben yelled at the object of his anger that floated in front of him, just out of reach. "_Oh, would _this_ be more comfortable, Ben?_" Ghostfreak hissed wickedly, snapping his claws and the cage warped into a nightmare torture field.

Ben screamed in pain as his hands were bound by some invisible force, left on top of the right hand, and a midnight black metal stake was rammed through them, forcing him on his stomach. More stakes nailed his ankles, knees, thighs, stomach, shoulders and elbows to the ground. They went right through skin, muscle and bone into the rocky earth.

Though it was only in his mind, Ben somehow knew each of the injuries he had just received hurt 10 times more that it would in the real world. Each torture was augmented by Ghostfreak's hatred of him, making them 10 times as painful.

"_You better get comfortable. Because you are going to be trapped here for all eternity, Benjamin!_" The Ectonurite screeched as molten magma rolled into the field of punishment, torching Ben. "_Your body will regenerate in here, but the pain shall remain. Forever! A single second outside is an eternity here._"

The only response he got was more screams of excruciating pain. As the mutant ghost turned away and floated off Ghostfreak heard three words cut through the screaming and made a cruel smirk appear on his upside-down skull of a head.

**"I hate you!**"

"_The feeling is mutual._" Ghostfreak hissed as he left the mindscape.

**The courtyard**

The Circus Freaks were wreaking the courtyard when Gwen and Max arrived at the scene. Ghostfreak standing in the midst of it. Ben's body had already been partially mutated in the Ectonurite's.

His hands were the same long black clawed ones. Dark grey skin faded into the original cream colour just below the elbow. The same black lines Gwen had, stemming from her eyes, when Ghostfreak possessed her were present with the same black Sclera. Ben's warm green eyes were replaced by purple oval irises. The Omnitrix was in his chest like it was with Ghostfreak when Ben transformed into him and he was floating a foot off the ground.

Max had seen enough. "I'm putting a stop to this." He stated and ran toward the possessed body.

"Grandpa! Don't hurt Ben!" Gwen called out feebly.

"That's not Ben." The Ex-Plumber replied. Max reach the mutated child and tried to hit him. The blow was sidestepped, the second blow was caught and Ghostfreak rattled out, "_Here for revenge old man? To destroy me for killing your granddaughter? Her love for you and this pathetic boy made her weak. It was too easy to make her lose the will to live when she damned him with that single kiss._"

"You're a monster!" Max yelled. He struggled to free his hand but couldn't. The enthralled body of his grandson was too strong.

"_No. I'm a ghost freak._" The Ectonurite smirked using Ben's mouth like he used Ben's hand to catch the blow. "_Beside, you wouldn't kill little Ben now would you?_"

Max cursed. Ghostfreak knew he could bring himself to kill the boy he had practically raised. That he had taught to ride a bike. That he'd helped to write. The same little boy that sat on his lap to hear stories, every night.

**Ben's mindscape**

Ben hated Ghostfreak. He had been pinned to the ground by stakes, been hit by a mini tsunami of magma, torched by purple flames that seemed to burn for infinity, cut up by blades with poison that made the wounds feel like they were doused in acid, had his all organs ripped out slowly and painfully one at a time, salt thrown in his injuries and countless other tortures.

One of worst parts was that the pain of each wound was amplified so it hurt 10 times as much as they would in the real world. His body regenerated after every torture but the pain never went away. The seas of pain just got greater and greater. He had stopped screaming after the first 7 rounds.

The actual worst part was that he saw what his body was doing, could feel it, but was powerless to stop it.

He heard what Ghostfreak said, all of it, while being electrocuted by purple lightning, 10 times as painful, courtesy of said Ectonurite.

Ben had given in completely a long time ago. He was enduring his next torture when he heard a voice that reignited the spark of hope inside him.

**Reality**

"Benjamin Tennyson, stop what you're doing right now you hammer headed monkey!" Gwen yelled in a stern voice and with a look on her face that made adults act like kicked puppies.

The floating boy whirled around to face her. Ghostfreak's eyes narrowed when he saw her. "_You? You should be dead!_"

"Too bad. Get. Out. Of. Ben's. Body. Now." Gwen deadpanned slowly, glaring at him. The purple eyes flickered green momentarily.

'He's fighting back' Gwen realised Ghostfreak could only affect Bem himself with words, he couldn't control his mind. The Ectonurite only had as much power as her cousin let him have, and said cousin was almost completely, mentally shattered but not quite broken.

Her best chance was to stall the possessing ghoul until the sun came up, then find a way to expel him from Ben's body. Gwen ran and Ghostfreak followed.

The chase went on for hours. Gwen was tiring fast she but was determined to hold on till dawn. When the sun finally came up the pair were inside the clock tower.

The exhausted girl noticed the sunrise when small rays of light passed through the gaps in the thick drapes that covered the large circular window.

"_Nowhere to run girl. It is over._" Ghostfreak intoned in his raspy voice. A small smile graced Gwen's face when she whispered back, "I'm not going to run."

Acting on instinct, without knowing what she doing, Gwen jumped up and pulled the floating husk of her cousin's form with her when she descended. She grabbed him and, disregarding the Ectonurite, placed her forehead against Ben's, closing her eyes.

**Ben's mind**

The first sound that reached Gwen's ears was screams of pain. She was in some kind of rocky plain, covered in ash and cracks across the land with the telltale red glow of a active volcano seeped from them. When she reached the top of the hill she was climbing, Gwen saw a horrific and inhumane sight.

Ben was held to the ground by giant black pins that went straight through his body into the lava rock terrain. Gwen was floored when the magma rose up through the cracks and submerged her cousin. When it finally receded she hurtled down the slope expecting to see only ashes. What she saw was actually quite different.

Ben was on fire, his skin being melted by the heat, bone showed through gaps in his flesh and his hair was burning to the scalp. By the time Gwen reached him the purple fire had died and he was lying motionless on the earth, still pinned by the stakes.

"How could anyone be so cruel?" She sobbed. A quiet crackling drew the girls focus once more.

The skin was stretching over the gaps, covering them, the clothes were woven back into existence and the brown hair was growing out of a healed cranium. His body was repairing itself quicker than possible. The stakes remained, keeping the boy unable to move.

"He is Ghostfreak. He is cruel incarnate."

Gwen was speechless when Ben spoke. Even being healed he shouldn't be able to speak. She reached out, grasped the stake going through his left shoulder and pulled hard. It came out of the ground much easier than she expected but it remained buried in the flesh. The one pinning his other shoulder acted similarly. It seemed to take forever but all but the spike going through his hands were removed from the ground. Before Gwen could even reach for it, the last pin began to shudder.

It glowed green and shattered.

Ben rose up on one knee and the spikes in his legs fell out, the wounds sealing. He screamed and the ones buried in his back rattled. The volume of the scream increased and with a flash of emerald light, the restraints shot out and landed in the ash covered ground.

"It's time Ghostfreak 'saw the light'."

**Clock tower**

Back in the tower the Ectonurite screeched as the he was expelled.

Ben and Gwen opened their eyes and turned to the enraged ghoul. Ben's body returned to normal as soon as the astral being was out.

"_This is impossible._" Ghostfreak was clearly not happy about the person he was recently possessing being released from his thrall.

"Sadly for you, this is happening and it is possible." Ben stated, standing up. "Besides, that stunt of yours has gotten me _fired up_."

Pressing the button that activated Omnitrix's selection wheel, he continued, "And when I get fired up, I sort things out with a..."

Ben pushed the dial down with his palm, gently but firmly. A flash of green light illuminated the dark tower.

"Heatblast!"

The human turned Pyronite finished. Heatblast crouched down, ready to jump and whispered to Gwen, "Watch out, I'm going supernova."

The fiery alien leapt into the air in front of Ghostfreak and created a platform of fire to stand on. Ribbons of flames started to spiral around his body, becoming faster, hotter and brighter. The twisting fireball began to get brighter and brighter all the while it was covered by a coat of normal flames to mask its power from the Ectonurite.

When the fire was as bright as the sun the mask of average fire extinguished and the miniature suns light was unleashed. Ghostfreak screamed and writhed in agony as the light destroyed his body.

After all trace of the ghost was gone Heatblast let the supernova die and his body returned to its normal state. He landed on the walkway he had left Gwen on just as the Omnitrix timed out.

"Wow! Was it hot in here or was that just you as Heatblast?" Gwen joked after Ben reverted to human form. He raised an eyebrow and thought 'Really? You're making 'hot' jokes? I thought I was the immature one here.'

"I guess being in your head rubbed off some of your habits on me."Gwen said as if answering his mental question.

'You can hear my thoughts?'

"Of course I can hear you... Thinking? Wait, what? How is that possible?" Gwen head was spinning with confusion. 'How can I hear Ben thinking, if he even does think?'

'Heard that'

'Okay this is creepy. Can we think about this tomorrow?' Gwen asked mentally.

'Ha ha, great pun. Sure' Ben replied sarcastically but serious at the end. As has walking away Ben noticed blood dripping from his hands. The holes were still there from his torture.

He blinked. His right hand became grey with long black claws. Ben shivered when he heard Ghostfreak's voice in his head.

'_You can never escape me.'_


	3. No Normal Day For You

Ben groaned internally as Vilgax lifted him up. 'Why can no day be normal?'

'Maybe because this family is not normal' Gwen replied mentally.

"Kevin and Vilgax? This is an unexpected surprise but not an unappreciated one. You came all this way for little old me. " Ben stated. Since he was in human form and couldn't escape without transforming, which was currently impossible as Vilgax had his arms pinned to his sides by gripping his, by alien standards, fragile body in a clawed fist.

"**That's right Benji, me and Squidface.**" Kevin 11 sneered. "**What the matter Tennyson? Scared?**"

"I have changed since I last met either of you. You may find I am not so easy to dispose of. " Ben replied. The was no point in struggling, the Chimera Sui Generis was too strong for any human to defeat.

"On the contrary, we do not plan to dispose of you..." Vilgax started but Kevin interrupted. "**We're gonna take of that stupid watch and then kill you!**"

A robotic version of Ben's voice surprised everyone in and on the cable car.

"**Master control activated.**"

"I know it's not polite but I must decline both your offers." Ben said emotionlessly but with a hint of mockery in his voice. A flash of emerald light and Four Arms threw Vilgax off the roof of the cable car. Kevin roared and lunged. His fiery and diamond arms were caught by the lower arms of the Tetramand body of Ben.

"**I don't hate you Kevin. I pity you.**" The red furred, four armed alien's voice said the words but Ben was the one who spoke.

He raised his upper arms and smashed the chimera of Omnitrix DNA off the cable car, with interlocked hands to amplify the blow. Another green flash and Cannonbolt and free-fell in ball form, bearing down on the villainous pair. He smashed them into the huge metal tankers surface.

Green light preluded Stinkfly zipping off in the sky, stopped and hovering an odd 60 ft above the dust storm that obscured his opponents from his sight, ready for the inevitable continuation of their brawl.

Vilgax punched through the haze and tackled the Lepidopterran out of the sky. Halfway through the fall, Stinkfly became Diamondhead who kicked the tentacle headed alien away. When Kevin returned to his senses and attacked, the Petrosapien fired a bombardment of shards that sent him tumbling over the edge of the maroon sea vessel.

Before the Chimera Sui Generis could recover from the fall, Diamondhead smashed him up with a savage uppercut. Without pause, a blue Kineceleran continued the assault after a jade flash, barraging Vilgax with lightning fast kicks, punches and slashes with black claws, driving him further into the air.

XLR8 finished the combo and sent Squidface flying into the rock face with a powered kick from a ball for a foot and landed on the old wreck again.

"_That's for disturbing my first normal day this summer._" He said in a raspy voice dusting off his claws. Kevin emerged from the water and batted the humanoid Velociraptor into the lake.

"**Have a nice dip. Or should I say drown.**"

Underwater, Ripjaws rolled his eyes. '**_Really? He forgot I have this form? He is as deluded as he is insane._**'

"**_Who would be best for this situation?_**" Ben wondered. His train of thought was interrupted by Gwen's voice in his head. 'What's going on down there?'

'Kevin smacked me into the water without remembering I have Ripjaws. I'm trying to think which alien would be best to deal with him and Vilgax.' He replied and resumed his pondering.

Ben was making the best of his reprive.

'That one could work, but...' Ben went back to what Grandpa Max said a while back.

_Flashback_

"_Remember to think when you use that thing. Don't just try to muscle it Ben. Might isn't always right."_

_Flashback end_

Then there was what the Petrosapien said.

_Flashback_

_"Your choice of warriors is based solely on brute strength, without regard for any strategy. Do you every pause to consider you action at all?" Tetrax Shard asked._

_Later he said, "Victory should have been swift and effortless."_

_Flashback end_

'Then I'll go for something smart' Ben decided. Ripjaws shot out of the lake and shifted.

Heatblast rocketed into the sky within a comet of vermillion fire. Kevin flew after him with Stinkfly's wings. Vilgax was already on the bridge where the Rust Bucket was parked and where Gwen and Max were too.

Max opened a null void portal after Heatblast lured Kevin onto the bridge beside Vilgax. The chimera of DNA was dragged into the vortex but Vilgax somehow managed to resist the pull of the portal. Heatblast got closer and fired a fireball at the Chimera Sui Generis' feet which sent him spiralling into the null void.

It turned out the Pyronite was too close to the vortex because the clawed arm of Vilgax reached though the portal and dragged him in before it closed.

The fire entity didn't even grunt when he hit the rocky surface. He was used to pain thanks to Ghostfreak. It was nothing.

Before either of his opponents could get up Ben, in the body of Heatblast fired dual streams of fire between his feet, merging them, and hurtled to the next floating asteroid like land mass.

"Come catch me. That is, if you can, Vilgax**.**"


	4. Null Void Shenanigans

Hurtling through the null void like a rouge tennis ball was getting old.

'Those two just don't quit.' Ben rolled his eyes. Seriously, he had lost track of how many times Vilgax and Kevin Eleven had tried to get the drop on him.

"**Get back here Tennyson! I'm not done pounding you yet!**" Said Osmosian bellowed, flying after him on a Null Guardian behind the tentacle-faced alien. XLR8 raced from asteroid to asteroid, as fast as lightning, avoiding the fight.

"_Alright then. Pound this!_" The blue and black, lizard sculpted life form called out monotonously. With a flick of his tail, the Kineceleran did a 180 and rocketed straight into the horde of flying mammals. Kevin snarled in anticipation and leapt at Ben's alien form, intent on ripping him apart. The pair tumbled onto the asteroid below.

"You wanted to pound me Levin, here's your chance." Ben flashed back to his human form for a moment but then shifted into Diamondhead around his when his opponent charged at him. With a deft manipulation, a shield expanded from his left forearm and blocked the diamond shards, coated in Stinkfly slime and set on fire by Kevin's Pyronite arm. Before the chimera of alien power could fan the asteroid dust storm created by the attack with his wings he was sent flying to the into the next giant rock by a surging tide of Petrosapien crystal.

Within the body of Diamondhead, Ben felt guilty for fighting against Kevin when he was unable to control his actions. Apparently Vilgax didn't share the sentiment and was perfectly fine with obliterating the two of them judging by the way he smashed Kevin into the ground when Ben, who got out the way, was standing next to his fallen form.

"Give up the Omnitrix child, and I will make your demise swift."

"**_Tempting, but no._**" Cannonbolt deadpanned. He rolled into ball mode and attempted to flatten the villain. The keyword being attempted.

Before he had even gone 5 yards, the Arburian Pelarota was halted by Vilgax's clawed hands and smashed into the rocky ground, creating a crater. With one last toxic green flash, Ben's human body was revealed.

Kevin rose and pulled out the device with which, Vilgax intended to remove the Omnitrix with just as Gwen arrived wearing plumber gear and a jetpack, having entered the Null Void via the reopened portal While Vilgax pinned the shapeshifting human Kevin stabbed down with the device, embedding the three prongs in the rock, and activated it. Gwen was too shocked at what she was seeing to react to the mind connection transmitting her cousin's intent.

Ben's eyes narrowed. No way was either of those two getting the Omnitrix.

'Omnitrix, lock out all but my exact DNA code to prevent anyone but me from using you, download all override codes into my memory, only activate master control when I tell you too and shut down once you are done. NOW!"

After 10 seconds the mechanical version of his voice replied in his mind, '**Procedures complete. Shutting down.**'

The dial went dim, indicating the shutdown had turned off the alien device, just before it was removed from Ben's wrist and sucked into a containment pod which Kevin detached from the end of the removal contraption.

"At last. The Omnitrix is mine." Vilgax gloated. Then he noticed Kevin was still holding the pod. "Give it to me Levin."

"**How about no Squidface. It's mine now. Get over it.**" The Osmosian sneered and started to fly away. Vilgax remounted the Null Guardian and soared after him. Gwen grabbed Ben and flew toward the portal, which the villainous pair were heading toward too.

The pod containing the Omnitrix flew up in the air as the two, Chimera Sui Generis and Osmosian, squabbled like dogs over a bone. Ben had an idea that not only would fool the two but be a great prank too.

'What are you thinking doofus? 'Cause that look on your face used to mean terrible yet funny pranks.' Gwen inquired mentally.

'Vilgax the bully need a good prank/lesson in manners.'

Ben snatched the Omnitrix as Gwen flew them past the pair, drawing their attention to him. Gwen hoisted Ben up so he was directly in front of her, meanwhile he hid the pod behind her back. Unnoticed by the alien duo, one of Gwen's detonating spheres was missing and the pair of energy binders was too.

"You want the Omnitrix Vilgax? Go get it." Ben called out and threw the pod down into the void. Vilgax's Null Guardian steed shot down like a bullet after it. When Kevin Elevin tried to follow he found his left arm was bound to Ben's right with the energy binders.

Gwen flew the trio though the portal and all of them had just emerged when the jetpack gave out.

The three collapsed on the bridge infront of Max who gathered his grandchildren up in his arms and hugged them tightly.

"You certainly took your time in there kids. But you mind telling me why you brought Kevin out too? And why he is cuffed to you Ben?" Max questioned rapidly.

"Ask doofus. It was his plan." Gwen said crossing her arms. Ben was quiet for a short period but then spoke with pity in his voice.

"To help him. It isn't his fault that he became what he is now. Kevin just didn't have anyone to show him right from wrong. To teach him restraint."

Ben removed the Omnitrix from his pocket and clamped it back onto his left wrist. He then pressed the button on the opposite side of the one that made the dial pop up for 10 seconds and the watch came online.

Ben activated the selection dial and a new alien silhouette appeared instead of Heatblast's. Somehow he knew this new form could help Kevin. He wrapped his hand around it, so that his fingers and thumb touched the band that secured the Omnitrix to his arm, covering the dial.

Ben closed his eyes, pushed the cylinder down and the alien device did what what it did.

In the cosmos of energy, his body began to morph and warp into the new body his consciousness would soon inhabit. His skin peeled off to reveal onyx flesh. His shirt twisted into the white underbelly similar to Cannonbolt's. Auric sockets emerged from his three fingers and one thumb on each hand. Double black cables with gold plugs with two prongs grew out of his head. An ebony tail with a corresponding gold plug with twin prongs extended from the bottom of his spinal column. His two eyes became completely olive green and merged into a singular circular one.

The Conductoid was born from the emerald light into the world. The now cyclops Ben approached the chimera of DNA. The monster he created from the boy that was abandoned during childhood looked up at him and snarled, "**What are you doing?**"

Ben stared at him with his one open eye. Then he ground out two words that shook Kevin to his core.

"Helping you."

The cables protruding from the back of his head and tailbone lashed out, the two from Ben's head attaching to the chimera's temples, the tail twisted around the black and white alien's legs, swept Kevin's from under him and split into six tails and attached to his body, one to each of the four arms and one to each leg, pinning him to the ground.

Ben closed his eye and let instinct take over. He slammed his hands down on the red furred chest, with Ectonurite lines forming a cross in the middle, so that the sockets dug into the alien amalgam's chest.

Green volts of power jumped from the mutated 11 year old's body to the plugs on the Conductoid's appendages and were conducted back into the Omnitrix where they belong.

After a few minutes of absorption all the power vacated the boy's body and returned to its place of origin. The electrical alien twisted the Omnitrix on his chest then lightly slapped it. With a flash of green, Ben reverted to his human body.

Kevin groaned as he sat up. Why did his body hurt so much? He jumped to his feet with a start when he saw that he was human again. The memories of his journey down the road of insanity popped into his head. The one that really set him on edge was that Ben had helped him by taking the power from him,

"Dude. I have never been so glad to be human in all my life. I have no idea how you did that but thanks."

Ben let a small smile onto his face. Kevin was fully sane.

"It's good to see you sane. Or as sane as possible for you, Kevin Levin." Ben remarked, earning a scowl form the 11 year old.

"Alright, that's it. You're going down Benji." Kevin growled playfully and tackled him. A short tussle later and Kevin was giving Ben a noogie while he had him in a headlock.

Max face palmed at the boys' antics. Gwen, who had changed out of the plumber gear, walked over and grabbed the pair by their ears and pulled them apart.

"Ow! That hurts Gwen! Cut it out!" Kevin exclaimed, indignant. Ben just stood their as if his ear wasn't being nearly pulled off by his cousin.

"Behave, or else!" Gwen stated like a mother reprimanding children. She let go of their ears and, just when Kevin thought they were in the clear, he and Ben were slapped upside the head by Gwen scowling jokingly.

"Well if Ben and Gwen they along with you and you don't absorb electricity anymore, welcome to the family Kevin." Max said with a smile as wide as a banana.

"Thanks I guess." Kevin mumbled then said to Ben,

"Hey Benji. Just throwin' it out there but I think you should name that new alien Feedback."


	5. Ben 10,000

"So if you have the Omnitrix, what did Vilgax chase after?" Max asked once he and the trio of kids were driving along the motorway.

"Something that will blow his mind." Ben replied.

**Null Void**

Vilgax cackled in triumph as he caught the pod containing the Omnitrix. It was finally his. He opened the capsule and peered at the contents.

Only to be blown off the Null Guardian he was riding by a plumber issue detonating sphere.

**The Rust Bucket**

Kevin, Max and Gwen burst out laughing after Ben told them what he had switched the Omnitrix with.

"Tennyson, that is the funniest prank ever. And I should know." Kevin couldn't stop laughing at what happened to Vilgax. He twisted around in his seat and looked at Ben.

"I fail to see what is so amusing about the switch I did. And why I used to find such things amusing." Ben stated, bemused, as he looked out the window of the RV. He watch the outside world blur by as he unknowingly went further down his path of solitude.

**A Few Days Later**

Ben face palmed as Gwen shouted at Kevin after their grandfather left to get firewood. Today was Max's birthday and Kevin had somehow managed to forget to get the cake.

"If you two are done appointing blame of the forgotten cake to each other can we please sort out this mess." Ben sighed, pulling the two apart from their squabble. A humming sound filled the air.

'What's that?'

'I don't know but I don't think it's good.' Ben sent back to Gwen across the mind link as he had dubbed it.

A yellow portal opened up and a hooded figure flew out and snatched Gwen. Kevin had learnt to absorb matter instead of power when they fought Animo two days ago so he touched a nearby bolder and coated his arms, since that was his current limit, and Ben's body was replaced by that of XLR8 after the customary green flash.

The woman, whose face was obscured by the blue shawl-like hood, flew back towards the portal but was cut off by XLR8 smacking her back with his tail and Kevin standing in front of it. After repelling the boys, the woman carrying Gwen flew through the portal. XLR8 picked up his Osmosian friend and zipped through the yellow portal after them.

When the flying female stopped on the other side of the portal and looked around, presumably from them, the Kineceleran rammed her at high speed and Kevin caught Gwen. Now that the opponent was down XLR8 looked around.

The place they were in seemed to be some kind of technologically advanced version of the suburbs of a major American city. A blonde girl on a hover-board blew a kiss at him and simpered, 'Looking good Ben.'

Two boys with jet boots yelled something about 'Ben Ten K' while flying past. What really grabbed the Omnitrix wielder's attention was the massive statue of a man with a technological vambrace similar to the alien watch. The inscription at the bottom was what really confused him however.

"Hero of heroes, Ben Ten Thousand?" Gwen read out skeptically. "Why does that name sound familiar?"

"_Because I'm called Ben 10 by some people._" XLR8 answered.

Gwen glared at him. "That was a rhetorical question doofus. You're not supposed to answer it."

'Do I look like I care?'

'I can't tell with your visor down. Do you?'

Suddenly the base of the statue exploded and brought the whole thing down with it. A deep voice bellowed as a rhinoceros like alien stomped out of the cloud obscuring the rest of the street.

"Tennyson. I am Exo-Skull. Prepare for my revenge."

"_Since you asked so nicely, fine._" The Kineceleran hurtled out of the path of the energy bolt that fired from Exo-Skull's horn, holding his cousin and friend in his arms. After putting them down at a safe distance, he sped back at the rhino alien.

XLR8 got three blows in before a white and black blur took Exo-Skull apart, smashing off his horn cannon, crippling his legs and dislocating his left arm. The blur skidded to a halt after disabling Exo-Skull. It was a taller, faster, black and white version of the alien Ben currently was.

"_Ben 10,000. Looks like XLR8 got an upgrade._" The black and blue Kineceleran muttered to himself.

The 'upgraded' XLR8 used his visor to scan the downed enemy then said in the usual raspy voice to the the woman, "_Looks like the work of Animo. I'll take it back headquarters for DNA analysis._"

He then looked over to where the three child where and hissed to the hooded person, "_And send them back! _Now!"

"Overkill bossiness much. Quit being rude, will ya?" Kevin back-chatted, being snarky. All he got was a fierce glare from Ben 10,000 for his outburst. The uptight 'hero of heroes' then shot off.

"You could drop the attitude you know." Gwen and the hooded woman reprimanded in unison then looked at each other. Ben sighed exasperated as realisation dawned on Gwen while he shifted to Grey Matter and jumped up onto Kevin's shoulder so he could analysis the surroundings better.

"Wait a minute you're... me? Gwen?"

"Actually I've been going by Gwendolyn since college."

"College? Ivy League? Me?"

"Look. I didn't bring you here to find out about your future. This is about Ben." That last sentence caught everyone's attention, Ben only half paying attention. Gwendolyn's belt alerted them that Sector 15 D is under attack and the Rust Bucket pulled up. Max got out and hugged the children and explained that, while he saw Gwendolyn a lot, he didn't see Ben anymore.

When they got to Sector 15 D the three children, Kevin now without his stone armor and Ben in human form, and Gwendolyn came across Ben 10,000 as Four Arms fighting Animo, whose body now seemed to be that of a white gorilla.

"Shouldn't we help?" Gwen asked her older counterpart who shook her head.

"No. He prefers it this way."

Ben observed the way the fight was proceeding. Actually it was more of a brawl. Animo never was a fighter and Ben 10,000 was flapping his four arms like a drunken pelican so to speak.

"He's fighting Animo wrong."

"Whadda ya mean Tennyson, he's fighting Animo the wrong way?" Kevin questioned. The Gwen's agreed with Levin. Ben rolled his eyes and explained.

"Ben is fighting like he is facing an ordinary, pain sensitive opponent. Animo's body is like a puppet, it can't feel pain. He needs to target the head or at least the bolts that hold it in place with Diamondhead, XLR8 or an alien that can strike fast and precisely. Four Arms is a Tetramand and they utilise brute force channeled through their four arms, so they lack the precision needed to sever the connections that secure Animo's head to the gorilla body."

"Good assessment. A precision fighter would be far more adept for this fight than a heavy hitter." Gwendolyn agreed. "Unless he is going to rip Animo's head off, Ben needs to change to a more suitable alien to win."

Ben sighed and started toward the fight. "I'll just have get it through his thick skull that he can't always go it alone."

'Doesn't that make it your thick skull too?' Gwen joked mentally.

'Whatever. Diamondhead should work for this fight'

Said alien diamond skinned warrior's DNA overtook Ben's in mid jump.

Diamondhead landed on Animo's gorilla back, formed his right forearm into a razor sharp blade, slashed at the neck joint then flipped off. He landed next to the fallen form of the future Tetramand.

"Get your rear off the ground and fight. If this is how much it takes for you to give up then you aren't worthy of the Omnitrix, let alone the title 'Ben 10,000'. You're pathetic. You think you're invincible but you're not. No one person can do everything alone. Get it through your head."

Future Four Arms groaned and sat up as Diamondhead strode over. Ben 10 grabbed his future self's Omnitrix and twisted it so the silhouette selection came up. He twisted to until the Kineceleran one was shown and slapped it, causing Future Four Arms to become Future XLR8.

Animo had barely recovered from the sudden Petrosapien attack when he was smashed off his feet by XLR8. This assault was followed up by a shard barrage as Diamondhead ran full tilt at the mad doctor.

The self-proclaimed genius landed in front of the DNA storage unit he was looking for. He began cackling madly, confusing the Bens'. Animo smashed open the container and fired a reanimation beam at the twisted remains of Vilgax.

'So that's what became of Vilgax.'

'That's disgusting Ben.'

'Deal with it Gwen. This is Animo.'

A fully alive Chimera Sui Generis rose out of the tube and bellowed, "I am alive. And stronger than ever it seems."

"_Really? Now I have to deal with this?_" The 'Hero of Heroes' complained.

"Wrong, WE have to deal with this." Diamondhead corrected him. If Petrosapiens could roll their eyes, Ben would be 1st place champion.

"Divide and conquer it is. Gwen, Kevin and Gwendolyn, deal with Animo. 10,000 and I will take on Vilgax." He called out, rushing said target.

"Got it. _Kemo Char!_" Gwendolyn replied, firing a yellow magic spell at the gorilla doctor. Future XLR8 shook his head and shot after the younger Ben.

"Foolish Tennysons." Vilgax cackled and fired mines from his right forearm, knocking XLR8 off his feet. Diamondhead held his left arm out in front of himself and formed a Roman shield out of it with his crystalkinesis to block the mines and ran through the explosion field. His right hand morphed into a blade that tapered to a viscous point.

Once his was past the mines Diamondhead shrunk the shield down to a circular one that was large enough to cover his torso but versatile enough that he could easily dance around his opponent. He ducked under Vilgax's first swing and slashed at his thigh. He raised the shield and used it to take the impact of the villains sweeping arm, swatting him away.

Diamondhead was helpless as Vilgax snapped his blade arm off and rammed it into his chest, through his shield, which he attempted to deflect the blow with, and pinned him to the wall.

Ben 10,000 became Cannonbolt but was thrown bodily in ball mode at Diamondhead, causing them to tumble onto the outside platform after breaking through the wall.

"I am not paying for that." Ben deadpanned when he flashed back to his original body after regenerating his hand as Diamondhead.

"It's useless Tennyson. All of your ten thousand alien's moves have been programmed into my new DNA. Your attempts to stop me are futile."

Ben Prime smirked and crawled over to Ben 10,000 to whisper in his Arburian Pelarota ear. "He may know what all your alien's can do, but does he know what Ben Tennyson can do?"

Future Cannonbolt smiled for the first time and in a flash, Ben 10,000 stood next to his younger counter part.

"I guess I could try fighting like you for a change. After all there is the old saying 'Nothing ventured, nothing gained' for a reason."

Ben 10,000 helped Ben junior up, got a key out of his pocket and pressed the button on it. After a few seconds a hover-board flew down and the older Ben was about to get on it when his child self called out too quietly for Vilgax to hear, "I have an idea but you'll have to buy me some time."

"Hey, I'm a world famous superhero. I can buy you anything, including time."

Ben 10,000 flew at Vilgax who taunted him that his human form was weak while Ben 10 closed his eyes and a calm focus cut through the dark storm inside him.

"Omnitrix. Emergency override. Code 10."

Almost instantly the alien watch replied in a voice just like Upgrade's.

"**Voice control activated.**"

"Activate DNA mixer. Code: 04638."

"**Mixer function activated. Say species names to select DNA combination.**"

'It had to be species names.' Ben sighed internally for what seem like the hundredth time today, ignoring Gwen's mental queries as to what he was doing. He search through the information in his mind downloaded from the Omnitrix for the names of the two he wanted to combine.

"Pyronite and Kineceleran."

Ben's body was consumed by the usual green light and a creature never seen before emerged from the cosmos of energy.

"_Heat-R8!_"

The alien combo had XLR8's body structure but was made of the lava rock that built the body of Heatblast. When Ben's new body ran at the super speed he had come to expect from his fastest alien, it was a blazing comet on legs and a tail of flames marked followed his path.

Vilgax was trying to swat his older counterpart off the hover-board when the alien combo turned the corner of the street. Heat-R8 zipped past Ben 10,000 on his hover-board and began circling the Titan. A vortex of fire started to form and rose up, higher and higher until it was the height of a skyscraper.

Ben 10,000's jaw dropped at the power the younger him possessed. The ability to create an elemental vortex by oneself was nearly impossible. But a child being able to create one was not only able to create but maintain an elemental vortex to that height and speed was defying the laws of physics.

If that wasn't enough for defying the laws of nature, the Pyro-celeran sped up and fought against the strain of moving at extremely high speed and generating fire until he couldn't any longer. Before he lost control of the blazing column, the alien combo screamed in a voice that was a mix between XLR8's and Heatblast's.

"_Pillar of the Fire God!_"

The pillar of flames exploded in an inferno of guttural power, blasting Ben junior back, making him tumble and roll to a stop a few yards from the explosion. He was shielded from it by a half dome created by Future Diamondhead. After the flames died, Vilgax free-fell into a deep pool of water.

"I got this. You stay here." Ben 10,000 said, switching to XLR8 to race to the pool's side. He changed into a blue lizard with a black and white jumpsuit and fired a pale blue streak into the water, freezing it while the Pyro-celeran watched, spreadeagled on the ground.

"Stay cool till Grandpa comes and gets you, Squidface. And be a good evil guy while I'm gone." Ben 10,000 joked over his shoulder, after returning to human, while jogging back to his younger self. Ben junior let the older him pick him up after changing back to his exhausted human form.

"How'd you do that combining trick anyways? I never figured that one out."

"I activated combiner mode and mixed Heatblast and XLR8. I call the combo 'Heat-R8'." Ben replied as he was flown back to the headquarters on the hover-board.

"Combiner mode? Never came across that."

"I don't have that ice lizard though. Looks useful."

"Yeah. Arctiguana is good for making villains stay cool. Just came up with the name. Since you name yours, I don't see why I shouldn't start doing it again."

"Arctiguana? And 'stay cool'. Really?"

"Yes, really. Get over it short stuff."

"Now you're making fun of our height."

"I set myself up for that one, didn't I?"

"Yes. You did."

"I'll give you Arctiguana and a few others after Grandpa's party here. Then you have to go back."

"That's fine by me."

The two arrived at the party just in time for it to start. Grandpa, the Gwen's, Kevin and a kid that looked a lot like a 5 year old Ben were there.

"It's great to have all of you here, especially you Ben. What was that massive pillar-like explosion by the way?" Max said joyfully.

"Uh. That would be Ben junior here creating a fire elemental vortex with Heat-R8." Ben 10,000 chuckled, scratching his head.

"An elemental vortex? And I thought you didn't name your aliens anymore." Gwendolyn was doubtful so Ben junior demonstrated.

"Pyronite and Kineceleran."

A green flash filled the room and the Pyro-celeran stood from the origin.

"_Heat-R8!_"

Heat-R8 ran in a circle 10 times, creating a blazing column that stopped just short of the ceiling. Gwendolyn face-palmed.

"Now I _really_ have seen it all."

Ben junior stopped and flashed back to his human body. The party went on for a while. During it Ben senior introduced the trio to the five year old.

"This is my son, Kenny. His full name is Kennith Max Tennyson. Kenny, this is Kevin Levin, Aunt Gwen and me when we were children. They're from the past but to them we're from the future."

"Hi Kenny." Gwen said bending down to get a good look at Kenny. Kevin simply said, "Sup kiddo."

Ben junior crouched so he was on on Kenny's level. The kid looked and awful lot like him but there were some aspects of his mother, whoever she was. Kenny ran at him and squealed while hugging him, "Hello kid-Daddy. Me Kenny."

He returned the hug even though he felt a little awkward. Ben heard a few clicks and looked up.

'Not a word.' He sent while glaring at Gwen. She giggled showed him the pictures on a camera that she had seemingly pulled from nowhere.

'I took pictures. That's better than teasing you now, 'cause, years from now, I'll be able to look at them and tease you then. They last longer anyways.'

'I seriously dislike you when you do that, you know that?'

'Whatever.'

After prying Kenny off gently Ben stood up and Gwendolyn reopened the yellow portal from earlier. Ben junior gave Ben senior the code for the combiner mode and in return he unlocked the Polar Manzardill, which was Arctiguana, Splixson and Opticoid species. Ben senior also gave him cube with a button and said,

"It's something Grandpa never got twenty years ago."

The trio went through the portal but not before saying their goodbyes.

They reappeared where they were just before the time travel portal episode. Ben pressed the button on the cube and a cake sprung out of it. He gave it to Kevin who presented it to Max when he returned with the firewood.

"Happy birthday Grandpa!"

"We got you a cake sir."

"Kevin, Gwen and me wanted to make your 80th birthday as perfect as we could. We hope you like it."

**AN: hope you liked it.**

**Ben can access combiner mode since he still has master control of the Omnitrix.**

**I introduced Kenny because I thought it might be a nice twist plus Gwen can tease him about it later.**

**Peace**


	6. Merry Christmas To You Too

"Crank up the AC will you Grandpa?" Gwen complained, "It's boiling in here."

"Sorry sweetie, it's on maximum right now." Max replied apologetically, not taking his eyes off the road he was driving them down.

"Can't you turn into Grey Matter and rig it so it's bearable Ben?" Kevin called over to Ben who was sitting by the window, not even the slightest bit bothered about the heat. Ben sighed and got up.

"If it will make you at ease then very well." He said in his now usual monotone. Ben pressed the pop up button on the Omnitrix, twisted the dial to the silhouette of the alien he needed and pushed it down. Grey Matter's genetic code over took Ben and morphed him into the 6.5 inch tall genius.

The small grey sprang up onto the seat, then onto the table and from there to the ceiling of the Rust Bucket where he stuck due to the suction ability he possessed. Grey Matter crawled along to the AC unit on the ceiling and swung himself inside.

Within the steel container he found a jumble of mechanical parts which Ben would have no idea what to do with. Ben retracted his human intellect and let Grey Matter's natural knowledge do the work but kept and eye on what it was doing. Within a few moments the Galvan had managed to ramp up the air conditioning. He had also cleaned it out.

A few minutes after Grey Matter crawled out of the unit, dropped back into the seat and shifted back to Ben, the back left tire got punctured so they had to pull over and get out. Gwen and Kevin started groaning about the heat so Ben improvised. The Omnitrix dial popped up and he selected the alien he wanted.

The two stopped complaining when they suddenly felt almost cold. The turned around to see Arctiguana breathing a bluish, cold beam at them.

"Just cool down you two." The blue lizard changed back to Ben who looked around. They were in the middle of nowhere.

'Is that wonderful. We're stuck in the middle of nowhere and the Rust Bucket just conked out.'

'Stop being such a pessimist Gwen.'

'Shut up you annoying yet lovable doofus.'

'Ben 10 is loveable now is he?'

'Just shut up doofus.'

Ben ruffled Gwen's hair to annoy her while searching the horizon for some form of alleviation from having to put up with Kevin's snarky comments. Unbeknownst to the kids, Max smiled. Even though Gwen and Kevin bickered like she and Ben used to, they still got along. Ben himself had changed so much since the incident with the rouge Ectonurite. He was nearly unrecognisable as his new cold demeanour contrasted with his previous childish, hyper, brash, overconfident personality like oil and water. They were complete opposites.

Even though he had become more distant, almost darker, there were small aspects of his old personality. He still deliberately annoyed Gwen and Kevin occasionally, he retained the 'shoot first, ask question later' attitude when it came to the alien life Ben had now become inextricably bound to.

Ben stopped bothering Gwen to squint at what seemed to be a small building in the distance. He couldn't see properly from where he was so he flashed to XLR8 and threw up a stream of dust from the grounds of Death Valley speeding toward it, shutting out the protests of the others as he almost always did nowadays.

It appeared to be the entrance to some carnival but without the rest of the place. Ben reverted from what he considered to be XLR8's body. The aliens seemed to be their own persons to Ben, he was just inhabiting their bodies. The others arrived a few minutes after Ben changed back to his own body.

A cool breeze drifted through the doors and Gwen pulled her puppy dog eyes face and asked Max, "Can we check this thing out grandpa, please?"

"Alright kids, don't 'sweat it'"

All three of the children face-faulted at the terrible pun. They pushed the doors open and walked into the dark shack. On the other side of the doors the four somehow walked into a snowy wonderland. Ben's lips twitched as a smile almost made it onto his face.

"Snow?" Gwen exclaimed in wonder. A ball of white powder hit her in the back off the head. She turned around to see Kevin tossing another one up and catching it.

"Which means one thing. Snowballs!" He laughed shielding his face from a snowball thrown at him by Gwen. Ben watched half amused as one of them threw a snowball that hit Max it the back who stiffened up and said in a dangerous tone.

"I am warning you..."

Gwen and Kevin gulped.

"... You're messing with and old pro." Max finished, turning around with a snowball in each hand.

The snowball fight continued and he continued to watch until one hit him in the face. Kevin looked guilty as Ben wiped the snow off his face and compressed it into its previous form.

Kevin rolled head over heels down the hill after being hit in the face by his own snowball. Ben laughed for the first time in ages as he made two more balls and hurled them at his cousin and grandfather. Everyone was happy to see Ben having fun again so the snow war continued.

After the snow war was over, the four began to explore the village. Gwen went off to the ice skating, Kevin hit the bobsled run and Max went in search of cocoa while Ben walked around pointlessly.

Ben climbed up to the rooftop of a building and began roof jumping from one tiled roof to the next, never stopping even after he had jumped to every building roof in the village. Ben was trying to improve his own skills and not just the alien ones he had since he never knew when someone who could work the Omnitrix better than he could would show up. He may have master control but he didn't want to reliant on his aliens. When he was up there Ben saw a few elves walking Max to a building but he dismissed it.

Ben found Gwen and Kevin digging through the pile of presents. They were picking them up and trying to guess what they were. A line of giant toy soldiers advanced towards them with weapons and Kevin made one of his ridiculous comments similar to what Ben would have said at the start of the summer.

"I don't think they want us to sing Christmas carols, do you?"

Ben scowled. Why did everything have to end in fighting these days? He leapt off the roof, activated the Omnitrix and slammed down on the dial without looking at it while grounding out through clenched teeth,

"Just give me something I can use"

Wildvine landed in the middle of the street and grabbed extended his arm, snatching up Gwen and Kevin. He pulled four of the pods off his back with his other hand and threw them at the soldiers. Two of them released a smokescreen, the other two exploded when they came in contact with the giant toys.

During the chaos the mobile plant used his extremely flexible legs to spring like a grasshopper onto the frozen lake. Before he landed on the ice, Wildvine transferred the two kids to his back and transformed into XLR8.

The blue and black, lizard-like alien hit the ice and began to skate with his wheel feet. He nearly slipped but continued along the icy road, tripping soldiers that came his way with his tail. When a turn came up XLR8 knew he didn't have enough experience on ice to make the turn so he jumped and threw the kids into the snow.

Diamondhead landed into snow after slapping the symbol on his chest to make the change from Kineceleran to Petrosapien. Kevin got out of the snow and absorbed a piece of diamond fired into the ground near his feet by his friend and Gwen got out Charmcaster's spell book that she had taken during the mind-body swap incident. The soldiers surrounded them and the shapeshifting, alien watch wearing boy made his move.

Diamondhead slashed one giant toy in two with his hands that had been sharpened to claws and kicked another down the bank. Kevin covered Gwen while she performed a basic wind spell. The trio retreated up the snowy incline, sending any resistance tumbling down the small hill. Diamondhead reshaped do his forearms into spiked stumps, not unlike a wooden beam that had the end snapped off, and fired a hailstorm of sharp shards at the offending giant toys, obliterating them all.

"Let's find Grandpa and get out of here." Ben said, reverting to human form.

"No arguments here."

"Hands down, that the best idea I've heard all day Tennyson."

Ben lead them to the building where the elves had taken Max. Before they could enter, ice monsters rose up from the ground and advanced on them. Ben scowled again and changed to his Arburian Pelarota form.

Cannonbolt curled up into ball form and mowed the ice structures down, temporarily disabling them. He rolled back to the door that was now open and flashed back to human, slamming the door behind him. Gwen had tilted a lamp on the wall to open a passage in the floor and had jump down it. Kevin and Ben followed. At the bottom on the chute they fell into another pile of presents.

Reindeer with elves on their backs were entering the gates. It seemed they were being used inside. Ben had an idea that was stupid but might work for getting in. He shared his plan with the others.

"Kevin, if we get discovered, twist the Omnitrix once to the right and push it."

Next he picked up a pair of false reindeer antlers and morphed into Wildmutt and tried to put the antlers on his head. Gwen helped him out and put them while Kevin found two elf costumes to go with the elf ears and eyes he and Gwen had, complaining how unfair it was that Ben wasn't affected by the curse.

A short while later a Vulpimancer with antlers padded up to the gates with two elves on his back. They were stopped by a giant toy soldier guard that was suspicious of Wildmutt. Gwen lied to him.

"He's from Europe."

The eyeless dog continued in through the gates but was stopped by a reindeer that raised the alarm once it realised he wasn't one of them. Kevin sidled of the orange, furry back and round to the black and white shoulder pad whirl Gwen repelled the guards that had come running. He twisted it once to the right and pushed it like he had been told to. And sure enough, in a green flash Four Arms stood in Wildmutt's place.

"Alright! Four Arms!" Kevin whooped.

"**Hammer time!**" The red alien bellowed and charged.

Four Arms batted guards aside left and right as me made his way to Gwen with Kevin under one of his lower arms. He picked her up in the same fashion he did with Kevin and sprinted full tilt for the train passing by.

The Tetramand landed on the middle carriage and raised his upper arms as he got into a fighting stance. Two toy soldiers jumped onto the train either side of him. Four Arms threw a present at the one at the front of the train. He then ducked under a volley of candy canes fired from the top hat of the other. He turned around and glared at the one who fired them with and look that said 'Really? You just shot candy canes at me?'.

Four Arms rammed the other guard of the back of the train with his head. The back carriage he was standing one turned out to be a jack-in-the-box that threw him off the train and towards the giant mound of more presents below. He wrapped the two flailing kids in his arms and crashed into the pile, back first, taking the impact for them.

"Well well. It looks like our new elves just couldn't wait to gets started." Mr Jingles said, rubbing his hands together. "Put them on the assembly line."

"By the way big ears, you just made a big mistake." Kevin retorted as he was dragged towards the long conveyer belt that was the assembly line, "Four Arms big!"

"**I'm not an elf pipsqueak!**" Four Arms roared. The enraged Tetramand punched his way out of the present pile and began to kick the giant teddy bears butts. He fought as long as he could but eventually the super strength alien tired himself out. The bears were indestructible.

After recuperating under the watch of the giant teddy bear guards, Four Arms looked around and spotted a giant machine.

'That might be what controls the elves and make things magical. If I destroy it things should go back to normal.'

'Don't you need a plan to reverse that thing or safely destroy it.'

"**Forget that. I'll just overload it.**" Four Arms said and twisted the Omnitrix. He slapped down on it and changed forms.

"Feedback style." The Conductoid finished. He sent the overgrown cuddly toys flying with duel swipes of his cable antenna and jumped on one of the conveyer belts that lead to the machine. The living extension cable ran down the belt at full speed, smacked a toy aeroplane that tried to attack him out of the air with his tail and dived into the machine.

He dropped in a box, which was kicked off the belt by a swinging boot on an axle and landed on a platform. Ahead was what looked like an obstacle course from one of the games he used to play.

Feedback reached up with his antennas and plugged into the mass of cables overhead to charge up. Volts of power flowed into his body as the electrical alien absorbed the power surging through the cable until he was at the maximum amount he could take in with overloading himself.

The Conductoid jumped to the next platform and blasted the box that decended from above with a ball of energy, hurled from his plug fingered hand. This continued for all the obstacles until he reached the core.

Feedback plugged into the core and stretched out with his senses so that he could interpret the machines workings. When he had a basic understanding of how the machine work the Conductoid reversed the flow of the energy so its effects on the village would be reversed.

Then he just overloaded it by inputting all the energy he absorbed earlier into the system at once, effectively crashing it and triggering an explosion. And with that the Omnitrix bearer unplugged and unleashed a full body burst of electricity from his self generated energy, creating electric armour the moment the explosion detonated. Feedback rose up out of the wreckage after the explosion and crossed his arms, smirking.

"If you can't turn it off, give it a little feedback."

Mr Jingles was in despair.

"My jinglator! What have you done?!"

Feedback jumped down, twisted the Omnitrix and slapped it, transforming once again in a flash of green light.

Orange fur with black stripes grew out of a tough hide. Black curved blades extend from the backs of paw-like hands. A white underbelly swirled into existence. The paw like hands and feet also became white. The head was warped into a more cat-like one. The jaw and front of the hunched neck became white.

"RATH!"

The humanoid tiger roared. Rath advanced on the shivering elf-man.

"LET ME TELL YOU SOMETHING MR JINGLES, OLD ELF THAT THINKS MAX TENNYSON IS SANTA CLAUS AND TRAPPED KIDS HERE TO MAKE STUPID TOYS! RATH DOESN'T CARE ABOUT YOUR JINGLATOR! YOU ARE NO MATCH FOR THE AWESOMENESS OF RATH! RATH WILL HUNT YOU DOWN EVEN THOUGH YOU'RE STANDING RIGHT HERE! AND MOST IMPORTANTLY, RATH WILL TAKE YOU DOWN!" Rath yelled in Mr Jingles' face. He picked him up and pile-drivered him.

"POLARUS PILE-DRIVER!"

He then face-planted the elf into the ground.

"FORCEFUL FACE-PLANT!"

Finally he kicked him into the pile of presents.

"SERIOUS BUTT-KICKING!"

Rath dusted his paws of and yelled,

"AND THATS WHY YOU DON'T FORCE KIDS TO MAKE TOYS! AND MERRY CHRISTMAS TO YOU TOO!"


	7. Lunar Howl

"Remind me why we're here, watching a Cherokee dance of all things." Kevin muttered.

"Because, grandpa wanted to see an old plumber friend and this was the next place on this road trip." Gwen replied, slapping Kevin around the head.

"It's a traditional Navaho dance, not a Cherokee dance. But you don't have the intelligence to tell the difference Kevin." Ben stated impassively.

"Hey, that's not true."

Gwen hit Kevin round the head again and elbowed Ben, keeping them from arguing. Occasional as the arguments were, they still could escalate quickly. Max was talking to his friend Wes Green and the kids were watching the ceremonial dance. Or they were supposed to be watching it. Gwen was trying to Kevin in line while he made snarky remarks about pretty much everything and Ben was cycling though the aliens on the dial of the Omnitrix.

He was curious as to what the Opticoid and Splixson aliens could do and how many more he would unlock in this summer trip. But that would have to wait since now wasn't the time. After the performance finished for some reason it started raining.

"Are you sure that wasn't a rain dance?" Gwen asked the girl, Kai Green, who said, "Positive, why?"

Purple lightning struck the ground and created a dust haze 4 meters away from Ben. From the sandy cloud the shadow of what seemed to be a werewolf poised to strike on the ground. Ben ducked as the wolf jumped over his head and tore down the receiver dish on a steel structure.

"Flash flood!" Wes yelled and everyone ran to shelter. Ben and Kevin climbed up on top of a building, while the girls tried to make it to the Rust Bucketbut were swept away the current.

"Help!" They both screamed. Ben looked at Kevin who nodded and they ran across the roof tops until they were alongside the two in the water. Kevin picked up a wooden plank and Ben activated the Omnitrix and twisted to Ripjaws. They jumped off the roof, Ben pushing down on the dial and Kevin covered his body in wood to stay afloat. For some reason the alien watch didn't work so he just went as himself instead of trying again.

Ben grabbed Gwen and Kevin got Kai as they were drawing closer to a solid stone wall. Kevin took the girls and extended his wooden hand into a hook and latched on to a ladder. Ben kept trying for an alien since his child body wouldn't be able take the impact but the darn thing wouldn't work.

"Now would be a good time for Cannonbolt."

Just before he hit the wall Ben finally flashed to Ripjaws underwater and swam upstream. Once the flood was dying down he reverted and came up from under the water, much to the relief of the others.

Later in the museum the six of them were looking at a tapestry.

"I never through thought I would see one." Wes exclaimed quietly.

"One what?" Kevin asked, sceptical.

"A Yenaldooshi. Navaho werewolf. Its presence is a sign of pure evil."

He went to explain and when his granddaughter wanted to come along he said only Braves could head out. Max, Ben and Kevin came along with him to bag the werewolf.

Wes readied the tranquilliser rifle and took aim at the beast below. When he fired, the wolf dodged since it had heard the sound of the dart whistling through the air. It came racing up the slope, dodging more darts on the way, jumped overhead and landed on a boulder behind them.

The Yenaldooshi knocked them all of the cliff and howled.

A flash later and Wildvine snagged Kevin with one of his five legs, the others wrapped around the boulder at the top of the cliff with the others, and grabbed the two adults with his hands. He lowered them to the desert floor quickly and reeled himself back in with four legs. The plant alien landed on the rocky terrain and put Kevin down, who covered himself in stone.

When the werewolf came across their trap later Wildvine bound his muzzle with his long fingers and restrained him with two of his legs. Kevin hit it hard on the head with an enlarged stone fist.

"Tag. You're it dogbreath."

The Yenaldooshi bit down on Wildvine's rootlike fingers. In response he lifted the werewolf up and slammed it down into the ground. Wildvine slapped the symbol on his chest and became the bipedal tiger alien.

"LET ME TELL YOU SOMETHING YENALDOOSHI, NAVAHO WEREWOLF THAT LIKE RIPPING DOWN SATELLITE RECEIVERS AND DIGGING THROUGH METAL! FIGHTING DIRTY'S GOOD TOO! RATH CAN FIGHT DIRTY ALL DAY!"

The werewolf snarled and struck Rath in the face with his claws.

"YOU WANT SOME OF THIS PUPPY DOG?! THEN IT'S GO TIME!" Rath yelled and charged. He countered the claws of the Yenaldooshi with his singular long claws coming out the backs of his hands.

The werewolf and the Appoplexian brawled for a little longer, Kevin intervening with the occasional blow, until the wolf scratched the symbol on Rath's chest and Ben returned to human.

The Yenaldooshi kicked Kevin aside and lunged at Ben, pinning him to the ground. One clawed hand pinning his right arm, the left back leg on his chest and the other leg pinning his left arm.

Ben wrenched his left arm free and raised the Omnitrix in front of his face but, before he could get his other hand free to activate it, the werewolf scratched it again. It ran away when the adults showed up.

A strange sound drew his attention. Ben examined the Omnitrix for any damage but found there wasn't even a smudge on it. The only anomaly was that it was glowing yellow and spinning. He pressed the button but the dial didn't pop up. It just stayed the same.

"Oh well. I wait until it sorts itself out." Ben muttered and followed the others back to the Rust Bucket.

When they got back, Ben noticed several people leaving.

"Where are they going?" Gwen asked.

"Off the reservation. They fear the Yenaldooshi's return. And with tonight's full moon its powers will be greater than before."

"Hey. After Tennyson went Rath on it and we gave it good beating, it's properly off licking its wounds like the scaredy dog it is." Kevin joked.

"Kevin, just because you and Rath wounded its pride, that doesn't mean it won't return." Ben voiced his opinion quietly.

"Dude, why do you call your aliens by names like they're different people. They are you."

"More like alternate personalities actually. I act differently when I transform. Four Arms has a warrior mindset, Heatblast is hotheaded and impatient, Wildmutt acts like an actual dog, Feedback is cocky and outspoken, Grey Matter is highly intelligent and good with planning while Rath is overly aggressive and always looking for a fight. They all have different attitudes and I feel like I'm in someone else's body when I become them."

"So you turn into different aliens and are a superhero? That's pretty amazing." Kai said.

"Uh Gwen. Quick question. Does Ben usually have claws and a hairy face? 'Cause I don't think he's supposed to."

Ben looked at his reflection and found that he did have the features Kevin described. The claws reminded him slightly of Ghostfreak. He shivered at that thought.

"Were you bitten by the Yenaldooshi Ben?" Wes asked.

"When I was Wildvine, but it didn't break the skin." He replied, examining the claws he now had on his hands and feet.

"The Yenaldooshi can create others in its exact image. And when it does, those followers will seek to destroy those closest to them."

"Lucky we don't like each other then, right Ben?" Kevin laughed.

"So, how does Ben change back?" Max questioned.

"The only was to break its spell is to stop it."

"With a silver blade?"

"That's in the movies. One must dip a spiritual silver pendant in the juice of the Árbol del Matrimonio cactus and place it against the werewolf's heart. Or you could remain like that forever."

"Forever?" Ben ground out.

"I will get the pendant."

The kids got in the RV and Ben sat in the back, raging inside.

'What's wrong Ben?'

'I will not be a slave again'

'You won't be. We'll find a way to change you back, even if the pendant doesn't work. What happened with Ghostfreak won't ever happen again. I promise.'

'Ever?'

'Never going to happen again'

Ben's body grew and mutated until he was more like a humanoid wolf than a kid.

"You're looking more and more like a Yenaldooshi Ben." Kai pointed out.

"Really? I hadn't noticed." He said sarcastically, not noticing the way Kai was looking at him. You could almost see the hearts in her eyes.

For some reason Ben felt the urge to be active and not sit around so he got up, ran to the open door of the RV and swung himself up onto the roof. Wes had returned with Max and told them the news when they were all there.

"The NASA tracking station on the north ridge was just destroyed by some sort of werewolf. It almost ripped apart the guards there."

"What did it want?" Max asked.

"It took some satellite equipment."

"And it ripped down the receiver you had here." Ben interjected. "But what does it want with those things?"

"Obviously it is angry that technology has invaded what it considers it's sacred land. We need to stop that thing, and stop it fast."

"You won't be able to look for both the Yenaldooshi and the cactus. Let me and Gwen look for the cactus."

"Alright, but Kevin goes with them. Is that okay Wes?"

"This can work. Ben, come on."

Ben jumped down from the roof of the motor home and looked at Kevin.

"Don't mess around Kevin. I'd rather not be a slave to someone else's will again thank you very much."

"Sure. See you later man."

Kai patted him on the head like a dog then went along. He bounded over to the adults where Wes was drawing a birds eye view of the werewolf's path.

"Let me see if I can find him."

Ben howled and a second later a similar but different howl returned the call.

"This way."

The adults followed Ben while the girls and Kevin walked down the canyon, looking for the cacutus.

"Gwen. I don't know if I should be asking but what did your cousin mean when he said he'd rather not be a slave again?"

"A while ago we had a problem with one of Ben's aliens going rouge. It was Ghostfreak. He escaped the Omnitrix and possessed me then him. We got rid of him but Ben hasn't been the same since."

Ben ran on ahead of the adults to a hill area and was exploring a cave when he transformed again, turning into a full wolf. He was now exactly the same as the werewolf except he was still wearing his clothes and had green eyes instead of purple. When he exited the cave, Wes aimed the rifle at him and was about to fire when he cried out,

"It's me, Benwolf!" He howled the last word.

"The transformation is complete. We need that cactus." The old plumber said. He got out his phone but there was no service. "No reception. We'll have to summon them another way."

He got out a flare gun and fired it into the night sky.

"I hope they found the cactus."

A few pebbles clattered down the rock face behind them and when they turned around, the Yenaldoshi was standing above them

It leapt down at them and Benwolf threw it behind him. The werewolf growl and he snarled back angrily.

"We need the cactus to destroy it."

"But not to give it a good beating!" He barked and went on all fours. The Yenaldooshi's open jaws split in half so it's snout opened into four parts and it sent out powerful sonic howl them.

"So your bark is worse than your bite. Bring it on."

Benwolf rushed the other wolf but was smacked in the face by its forepaw. He got one swipe in but was slammed to the ground and held down. Max broke a stick over the Yenaldooshi's head to distract it.

"Back off. Now!"

Growling, it turned around and started prowling towards Max.

"I need to transform if I'm going to delay this thing until the others get the cactus. Diamondhead time." Benwolf raised his wrist but the Omnitrix was gone. He sniffed around for it but couldn't find the alien watch. "Where is it?"

'Screw it' he decide and hurled a few rocks at its head. It turned back to him and he tackled it at the knees. Nothing could run without knees, unless it had none. The werewolf crashed to the ground and swiped his face. He staggered back at the force behind the blow.

"Oh it's on now Fangface. LETS GO!" Benwolf snarled. He turned around, planted his forepaws on the ground and kicked it hard it the chest. He wrestled with it while the girls ran over to the adults with the cactus and Kevin absorbed a rock he passed to help Benwolf restrain the other werewolf.

Wes squeezed the juice of the desert plant onto the silver pendant and ran towards the grey canine. Before he could place it against its heart the Yenaldooshi threw Kevin into him. Gwen ran foward and picked it up while Benwolf grabbed the wolf by the legs and swung it around and headfirst into the ground, stunning it so Gwen could place it against its heart.

The pendant didn't work.

"Shouldn't that have done something?"

"Probably."

The other werewolf blasted him aside with its sonic howl and clambered up the hill. Benwolf shook his head as he got up but now he knew how to do that howl.

"Grandpa maybe the pendant didn't work because we aren't dealing with a Yenaldooshi." Kai said curiously.

"It bit me. Isn't that the reason I'm like this?"

"Did it ever grab your Omnitrix? Because that might have something to do with it."

"It scratched it twice. The first time was when I turned into Rath and it reverted me. The second time it scratched it when it pinned me it glowed yellow and kept rotating."

Benwolf hunched over as another change occurred. His clothes morphed into a black and white one piece suit that covered most of his chest. with the Omnitrix symbol on his waist.

"Alien werewolf it is. Now let's find the donator of the DNA for this dog."

When they reached the cave Benwolf tracked the Loboan to, bats flew out and scared the girls. Kevin laughed but shut up when he was elbowed in the side. They walked carefully in the darkness until Gwen called out.

"What's that smell?"

"A sulphur smell is the sign of lava. But the volcanos around here have been inactive for centuries." Wes explained.

"So that not real molten lava bearing down on us from behind then?"

The group ran down the tunnel, further underground as the lava chased them. They reached a chasm that had lava below and the path across it had a large gap of no stone, just fiery death which Ben had already endured 10 times as painful.

"Time to jump like a big bad wolf. Fasten your seat belts." Benwolf barked, throwing Kevin on his back and picking up the girls. He soared over the chasm and landed the other side, putting down the girls and flipping his friend of his furry back. The alien werewolf jumped back over and grabbed the adults.

Splitting his snout into four and firing a blast at the ground to propel his jump, Benwolf got almost all the way across but he wouldn't make it so he threw the ex-plumbers onto the stone platform and reached for the rock face.

His claws dug into the stone with little force required and the form changing wolf hung on with one paw. After digging his other clawed paw into the rock, Benwolf climbed up and onto the pathway.

"Well, that's done. Let's continue."

A few hours of walking later and Benwolf was still around, the Omnitrix hadn't timed out.

'This thing doesn't time out ever since since I got master control'

'Well at least you don't have to worry about changing back in the middle of a fight. Oh cool, a way out'

Gwen pointed out the exit to the cave system they were in to the others. They headed towards it but it was blocked by the returning alien werewolf.

"It came back."

"I wanted a rematch anyway. Round two dogbreath." Benwolf barked, stepping forward in front of the others. "Get back to the village. This puppy dog is mine."

The two Loboans prowled in a circle, growling, as the humans crept around. In the blink of an eye they clashed and proceeded to attempt to tear each other apart. A forcefully redirected sonic blast broke out of the fight and hit the wall, causing lava to flow into the chamber.

"We can't let this lava go down the mountainside and reach the village." Wes said firmly.

"I'll seal it up. Now go," Benwolf woofed as he was pounced on by the purple eyed wolf. A massive crack split the cave in two, wolves on one side and humans on the other. The others got out the tunnels and he released a sonic howl, sending the other Loboan crashing to the rocks.

The Omnitrix werewolf jumped over the gap and fired a charged sonic howl at top of the chamber, triggering a giant cave in the even collapsed the exit which the others had exited the underground catacombs out of. He dug down and started tunnelling like a dog. With his ultra-sensitive hearing he could hear things above ground. Once heard the voices of the others just in front of him he dug up.

Benwolf punched one clawed hand through the earth and above ground. His other arm followed and he pulled himself out of the earth.

"The puppy has been sent to the pound."

A few hours later, the Rust Bucket was one the road the three kids were sitting at the table and discussing what happened in the cave after they left.

Ben thought hard for a name for his new alien. Lunar Howl. That was quite fitting actually.

**AN: Review please, it's not much to ask.**


End file.
